Annual Report by Investment Company (Form N-CSR)

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number

811-23914

XD Fund Trust

(Exact name of registrant as specified in charter)

225 Pictoria Drive, Suite 450, Cincinnati, OH	45246
(Address of principal executive offices)	(Zip code)

Cogency Global Inc.

850 New Burton Road, Suite 201, Dover, DE 19904

(Name and address of agent for service)

Registrant’s telephone number, including area code:

513-587-3400

Date of fiscal year end:	9/30
Date of reporting period:	9/30/24

Item 1. Reports to Stockholders.

(a)	Tailored Shareholder Report

(b)	Not applicable

Item 2. Code of Ethics.

(a)	Rule 17j-1(c)(1)(i) of the 1940 Act exempts money market funds from the requirement to adopt a Code of Ethics. The Fund, pursuant to this Rule, has not adopted a Code of Ethics.
(b)	Not applicable
(c)	Not applicable
(d)	Not applicable
(e)	Not applicable
(f)	Not applicable

Item 3. Audit Committee Financial Expert.

The Registrant’s board of trustees has determined that Venkatesh Reddy is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Reddy is independent for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees. The aggregate fees billed for the fiscal year for professional services rendered by the registrant’s principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year are as follows:

2024 - $12,000

(b)	Audit-Related Fees. There were no fees billed in the fiscal year for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this item.

(c)	Tax Fees. The aggregate fees billed in the fiscal year for professional services rendered by the principal accountant for tax compliance are as follows:

2024 - $2,000

Review of Federal & State income tax returns for the fiscal year ended September 30, 2024, and review of the Federal excise tax return.

(d)	All Other Fees. The aggregate fees billed in the fiscal year for products and services provided by the registrant’s principal accountant, other than the services reported in paragraphs (a) through (c) of this item were $0 for the fiscal year ended September 30, 2024.

(e)(1)	The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant.
(e)(2)	There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)	Not applicable.

(g)	All non-audit fees billed by the registrant’s principal accountant for services rendered to the registrant for the fiscal year ended September 30, 2024 are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrant’s principal accountant for the registrant’s adviser.
(h)	Not applicable.
(i)	Not applicable.
(j)	Not applicable.

Item 5. Audit Committee of Listed Companies. Not applicable to the Registrant.

Item 6. Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 7.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

(a)

XD Treasury Money Market Fund

Annual Financial Statements

September 30, 2024

This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which contains information about the Fund’s investment objective, risks, fees and expenses. Investors are reminded to read the prospectus carefully before investing in the Fund.

TABLE OF CONTENTS

Portfolio of Investments	Page 1
Statement of Assets and Liabilities	Page 2
Statement of Operations	Page 3
Statement of Changes in Net Assets	Page 4
Financial Highlights	Page 5
Notes to Financial Statements	Page 7
Report of Independent Registered Public Accounting Firm	Page 11

XD Treasury Money Market Fund

PORTFOLIO OF INVESTMENTS

September 30, 2024

Principal Amount ($)					Yield Rate (%)		Maturity Date		Fair Value
				SHORT-TERM INVESTMENTS - 102.9 %
				U.S. TREASURY SECURITIES - 102.9 %
	150,000			U.S. Treasury Bill		-		10/1/2024		$	150,000
	180,000			U.S. Treasury Bill		4.64		10/3/2024			179,948
	110,000			U.S. Treasury Bill		4.65		10/10/2024			109,859
	180,000			U.S. Treasury Bill		4.68		10/17/2024			179,584
	150,000			U.S. Treasury Bill		4.73		10/22/2024			149,544
	190,000			U.S. Treasury Bill		4.71		10/24/2024			189,373
	170,000			U.S. Treasury Bill		4.73		10/29/2024			169,338
	175,000			U.S. Treasury Bill		4.67		11/7/2024			174,084
	200,000			U.S. Treasury Bill		4.63		11/14/2024			198,756
	125,000			U.S. Treasury Bill		4.62		11/21/2024			124,110
	110,000			U.S. Treasury Bill		4.67		11/29/2024			109,102
	90,000			U.S. Treasury Bill		4.47		12/12/2024			89,124
	125,000			U.S. Treasury Bill		4.50		12/19/2024			123,731
	160,000			U.S. Treasury Bill		4.51		12/26/2024			158,283
				TOTAL SHORT-TERM INVESTMENTS (Cost - $2,104,836)							2,104,836
				TOTAL INVESTMENTS - 102.9 % (Cost - $2,104,836)						$	2,104,836
				LIABILITIES IN EXCESS OF OTHER ASSETS - NET - (2.9) %							(59,536	)
				NET ASSETS - 100.0 %						$	2,045,300

See accompanying notes to financial statements.

XD Treasury Money Market Fund

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2024

ASSETS
Investment securities, at value (Cost $2,104,836)		$	2,104,836
Cash			14,805
Receivable due from Advisor (Note 3)			6,542
Interest receivable			62
Prepaid registration fee			2,579
TOTAL ASSETS			2,128,824
LIABILITIES
Offering costs payable (Note 3)			24,263
Audit and tax fees payable			18,500
Legal fees payable			16,036
Administration fees payable			7,740
Transfer agency fees payable			5,211
Printing fees payable			4,997
Custody fees payable			3,529
CCO fees payable			2,000
Accrued expenses and other liabilities			1,248
TOTAL LIABILITIES			83,524
NET ASSETS		$	2,045,300
Net Assets Consist Of:
Paid in capital ($0 par value, unlimited shares authorized)		$	2,045,300
NET ASSETS		$	2,045,300
Net Asset Value Per Share:
Institutional Class Shares
Net Assets		$	2,030,068
Shares of beneficial interest outstanding (no par value, unlimited shares authorized)			2,030,068
Net asset value		$	1.00
Investor Class Shares
Net Assets		$	15,232
Shares of beneficial interest outstanding (no par value, unlimited shares authorized)			15,232
Net asset value		$	1.00

See accompanying notes to financial statements.

XD Treasury Money Market Fund

STATEMENT OF OPERATIONS

February 12, 2024 (Commencement of Operations) through September 30, 2024

INVESTMENT INCOME
Interest		$	61,682
EXPENSES
Investment advisory fees (Note 3)			2,255
Organizational Fees (Note 3)			70,640
Transfer agent fees			68,742
Registration fees			62,354
Administrative services fees			58,386
Professional fees			56,689
Legal fees			42,242
Printing and postage expenses			25,827
Offering costs (Note 3)			24,263
Trustees fees and expenses			22,500
Insurance fees			19,347
Audit and tax fees			18,500
Custodian fees			5,388
Other expenses			5,591
TOTAL EXPENSES			482,724
Less: Fees waived/reimbursed by the Adviser (Note 3)			(481,519	)
NET EXPENSES			1,205
NET INVESTMENT INCOME			60,477
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	60,477

See accompanying notes to financial statements.

XD Treasury Money Market Fund

STATEMENT OF CHANGES IN NET ASSETS

		February 12, 2024
		(Commencement of Operations)
		through September 30, 2024
FROM OPERATIONS
Net investment income		$	60,477
Net increase in net assets resulting from operations			60,477
DISTRIBUTIONS
Distributions to shareholders
Institutional Class Shares			(60,066	)
Investor Class Shares			(411	)
From distributions to shareholders			(60,477	)
FROM FUND SHARE TRANSACTIONS
Proceeds from shares sold:
Institutional Class Shares			1,890,002
Investor Class Shares			14,821
Net asset value of shares issued in reinvestment of distributions:
Institutional Class Shares			60,066
Investor Class Shares			411
Payments for shares redeemed:
Institutional Class Shares			(20,000	)
Net increase in net assets from shares of beneficial interest			1,945,300
TOTAL INCREASE IN NET ASSETS			1,945,300
NET ASSETS
Beginning of period			100,000
End of period		$	2,045,300
SHARE ACTIVITY
Institutional Class Shares:
Beginning of period			100,000
Shares sold			1,890,002
Shares reinvested			60,066
Shares redeemed			(20,000	)
End of period			2,030,068
Investor Class Shares:
Beginning of period			-
Shares sold			14,821
Shares reinvested			411
End of period			15,232

See accompanying notes to financial statements.

XD Treasury Money Market Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period.

		Institutional Class Shares
		February 12, 2024
		(Commencement of Operations)
		through September 30, 2024
Net asset value, beginning of period		$	1.00
Activity from investment operations:
Net investment income (a)			0.03
Total from investment operations			0.03
Distribution to Shareholders from:
Net investment income			(0.03	)
Total distributions			(0.03	)
Net asset value, end of period		$	1.00
Total return (b)			3.45	%
Net assets, end of period (000s)		$	2,030
Ratio of gross expenses to average net assets (c)			40.43	%
Ratio of net expenses to average net assets (c,d)			0.10	%
Ratio of net investment income to average net assets (c)			5.36	%

(a)	Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

(b)	Total returns are historical and assume changes in share price and reinvestment of dividends, if any. Total returns for periods of less than one year are not annualized.

(c)	Annualized, with the exception of non-recurring organizational costs.

(d)	During the period end September 30, 2024, the Advisor voluntarily waived a portion of the advisory fee. Without this waiver, the net expense ratio would have been 0.26%.

See accompanying notes to financial statements.

XD Treasury Money Market Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period.

		Investor Class Shares
		February 12, 2024
		(Commencement of Operations)
		through September 30, 2024
Net asset value, beginning of period		$	1.00
Activity from investment operations:
Net investment income (a)			0.03
Total from investment operations			0.03
Distribution to Shareholders from:
Net investment income			(0.03	)
Total distributions			(0.03	)
Net asset value, end of period		$	1.00
Total return (b)			3.28	%
Net assets, end of period (000s)		$	15
Ratio of gross expenses to average net assets (c)			47.96	%
Ratio of net expenses to average net assets (c,d)			0.37	%
Ratio of net investment income to average net assets (c)			5.11	%

(a)	Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

(b)	Total returns are historical and assume changes in share price and reinvestment of dividends, if any. Total returns for periods of less than one year are not annualized.

(c)	Annualized, with the exception of non-recurring organizational costs.

(d)	During the period end September 30, 2024, the Advisor voluntarily waived a portion of the advisory fee. Without this waiver, the net expense ratio would have been 0.51%.

See accompanying notes to financial statements.

XD Treasury Money Market Fund
NOTES TO FINANCIAL STATEMENTS
September 30, 2024

1.	ORGANIZATION

XD Treasury Money Market Fund (the “Fund”) is a diversified series of shares of beneficial interest of the XD Fund Trust (the “Trust”), a statutory trust established under the laws of Delaware pursuant to an Agreement and Declaration of Trust dated October 4, 2023, as subsequently amended and restated on October 18, 2023 (the “Declaration of Trust”), and operates as a Government Money Market Fund, as defined in Rule 2a-7 under the Investment Company Act of 1940, as amended (the “1940 Act”). XD Fund Advisor LLC serves as the Fund’s investment adviser (the “Adviser”). The Fund’s investment objective is to provide income consistent with preservation of capital and liquidity. Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. government securities and repurchase agreements that are fully collateralized by U.S. government securities. In contrast to the Fund’s 99.5% policy, the Fund’s 80% policy does not include cash or repurchase agreements collateralized by cash.

The Fund commenced investment operations on February 12, 2024. The Fund offers three classes of Shares: Institutional, Investor, and Select. None of the share classes incur a sales charge but have different expenses specific to that class, including shareholder servicing and 12b-1 fees, which affect their performance. As of September 30, 2024, only Institutional and Investor shares are available for purchase. Each share of the Fund represents an undivided, proportionate interest in the Fund. All income, expenses (other than class specific expenses), and realized gains or losses are allocated daily to each class of shares based on the relative value of the shares of each class. All shares of the Fund have equal voting rights and liquidation rights. In addition, there are differences among the classes of shares with respect to the minimum investment required.

2.	SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. The policies are in conformity with U.S. generally accepted accounting principles in the United States of America (“U.S. GAAP”) . The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services - Investment Companies”.

Securities Valuation - The Adviser attempts to stabilize the net asset value (“NAV”) of its Shares at $ 1.00 by valuing its portfolio securities using the amortized cost method. The Fund’s Board may determine in good faith that another method of valuing investments is necessary to appraise their fair market value. The Fund cannot guarantee that its NAV will always remain at $1.00 per Share. The NAV is determined at the end of regular trading of the NYSE, which is generally 4:00 pm (Eastern time) but may vary due to market circumstances or other reasons (NYSE close) on each day the NYSE is open.

The Board of Trustees of XD Fund Trust has designated the Adviser as the Fund’s “valuation designee” pursuant to Rule 2a-5 under the 1940 Act. Fair valuation procedures are also used when a significant event affecting the value of a portfolio security is determined to have occurred between the time when the price of the portfolio security is determined and the close of trading on the NYSE, which is when the Fund’s NAV is computed.

The Fund utilizes various methods to measure the fair value of all of their investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

Level 1 - Investments that trade frequently, for which pricing quotations in active markets are easily accessible.

Level 2 - Investments lacking easily recognizable market data, but where certain other observable data points exist such as market quotes for similar investments, and other observable market conditions such as interest rates, yield curves, default rates, etc.

Level 3 - Investments where there is virtually no market data available, with no observable market data points or inputs. Fair value may be derived from professional judgments and assumptions in the form of an analysis that considers relevant factors and criteria determined in good faith, using a methodology such as liquidation basis, present value of cash flows, income approach, etc. or an independent third-party appraisal.

XD Treasury Money Market Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2024

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of September 30, 2024 for the Fund’s assets and liabilities measured at fair value:

Assets *		Level 1			Level 2			Level 3			Total
Short-Term Investments		$	-			$	2,104,836			$	-			$	2,104,836
Total Assets		$	-			$	2,104,836			$	-			$	2,104,836

*	Refer to the Portfolio of Investments for classification.

The Fund did not hold any Level 3 securities during the period ended September 30, 2024.

Repurchase Agreements - The Fund may enter into repurchase agreements with certain banks and broker/dealers whereby the Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon price and time. Repurchase agreements entered into by the Fund will be fully collateralized by cash or securities issued by the U.S. government at all times. The repurchase price exceeds the sale price, reflecting the Fund’s return on the transaction. This return is unrelated to the interest rate on the underlying security. Repurchase agreements are subject to credit risks of the counterparty in case of default. The Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the Adviser.

As of September 30, 2024, the Fund did not hold any repurchase agreements.

Security Transactions and Investment Income - Security transactions are accounted for on trade date basis. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income, if any, is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by the identified cost method.

Dividends and Distributions to Shareholders - Dividends from net investment income are accrued daily and distributed as of the last business day of each month. The Fund may distribute income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund.

Federal Income Taxes - The Fund has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund intends to elect to be treated for federal income tax purposes, and intends to qualify annually, as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code (the “Code”). As a RIC, the Fund generally will not have to pay Fund-level federal income taxes on any ordinary income or capital gains that the Fund distributes to shareholders from our tax earnings and profits.

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax year ended September 30, 2024.

Indemnification - The Fund indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects risk of loss due to these warranties and indemnities to be remote.

3.	INVESTMENT ADVISORY AGREEMENT AND TRANSACTION WITH RELATED PARTIES

Investment Advisory - Pursuant to the Investment Advisory Agreement, dated February 9, 2024 (the “Advisory Agreement”) between the Adviser and the Trust, on behalf of the Fund, the Adviser, subject to the supervision of the Board and in conformity with the stated objective and policies of the Fund, manages the investment operations of the Fund and the composition of the Fund’s portfolio, including the purchase, retention and disposition of securities. The Fund pays the Adviser an investment

XD Treasury Money Market Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2024

advisory fee equal to 0.20% of the Fund’s average daily net assets. Pursuant to the advisory agreement, the Fund incurred $2,255 in advisory fees for the period ended September 30, 2024.

Expense Limitation and Reimbursement Agreement - The Adviser has agreed to waive its fees and/or reimburse expenses so that the total annual fund operating expenses (excluding acquired fund fees and expenses, brokerage expenses, dividend expenses on securities sold short and interest expenses on short sales, taxes, and extraordinary expenses) paid by the Fund’s Institutional Class and Investor Class will not exceed 0.26% and 0.51%, respectively. For a period not to exceed three (3) years from the date on which a waiver or reimbursement in excess of the expense limitation is made by the Adviser, the Fund will carry forward, and may repay the Adviser such waiver or reimbursement; provided, however, that such repayments do not cause the Fund’s expense ratio (after recapture) to exceed the lesser of (i) the expense limitation in effect at the time of the waiver or (ii) the expense limitation in effect at the time of the repayment. This waiver may not be terminated by the Adviser prior to February 9, 2025, without the approval of the Fund’s Board of Trustees. For the period ended September 30, 2024, the Adviser waived fees/reimbursed expenses in the amount of $479,770 pursuant to this agreement which may be recouped through September 30, 2027.

In addition to the aforementioned waiver, the Adviser agreed to voluntarily waive its advisory fee of 0.20% of the Fund’s average daily net assets from the effective date of March 15, 2024 through August 31, 2024. The Adviser cannot recoup such waivers. For the period ended September 30, 2024, this waiver amounted to $1,749.

The Fund expenses organization costs as incurred. Offering costs include insurance fees and legal fees regarding the preparation of the initial registration statement. Offering costs are accounted for as deferred costs until operations begin. These organization and offering costs were advanced by the Adviser and the Adviser has agreed to reimburse the Fund for these expenses, subject to potential recovery as described above. The total amount of the organization costs and offering costs incurred by the Fund were $70,640 and $24,263, respectively.

Distribution and Servicing Fees - The Trust has adopted a Shareholder Services Plan that allows each class of the Fund to pay shareholder services fees. The Institutional Class and Investor Class shares are permitted to pay annual shareholder services fees of up to 0.16%, respectively. The Trust has also adopted a plan pursuant to Rule 12b-1 under the 1940 Act, applicable to its Investor Class shares, which permits the Fund to pay for certain distribution and promotion activities related to marketing their shares at an annual rate of up to 0.25%.

As of September 30, 2024, the Fund has not accrued or paid shareholder services fees or 12b-1 fees.

Service Providers - Ultimus Fund Solutions, LLC (“UFS”) Serves as Administrator, Fund Accountant and Transfer Agent and is an affiliate of the Fund’s distributor, Ultimus Fund Distributors, LLC (the “Distributor”). Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Fund for serving in such capacities. Additionally, Blu Giant, LLC (“Blu Giant”) is an affiliate of UFS and the Distributor, providing EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.

U.S. Bank, N.A., serves as the Custodian for the Fund’s investments.

PINE Advisors LLC (“PINE”) provides treasury services to the Fund pursuant to a service agreement. In consideration for these services and as disclosed in the Statement of Operations (within professional fees), PINE is paid a monthly fee out of the assets of the Fund. The Fund also reimburses PINE for certain out-of-pocket expenses.

Compliance4, LLC (“Compliance4”) provides chief compliance officer services to the Fund pursuant to a service agreement. In consideration for these services and as disclosed in the Statement of Operations, Compliance4 is paid a monthly fee out of the assets of the Fund. The Fund also reimburses Compliance4 for certain out-of-pocket expenses.

XD Treasury Money Market Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2024

4.	TAX BASIS INFORMATION

The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year-end. Accordingly, tax basis balances have not been determined as of the date of the semi-annual report.

The identified cost of investments in securities owned by the Fund for federal income tax purposes, and its respective gross unrealized depreciation at September 30, 2024, were as follows:

Cost for Federal Tax purposes		$	2,104,836
Unrealized Appreciation		$	-
Unrealized Depreciation			-
Tax Net Unrealized Appreciation		$	-

5.	DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of fund distributions paid for the period ended September 30, 2024, was as follows:

		Fiscal Period Ended September 30, 2024
Ordinary Income		$	60,477
Long-Term Capital Gain			-
Return of Capital			-
		$	60,477

6.	CONTROL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of the Fund creates presumption of control of the Fund, under Section 2(a) 9 of the 1940 Act. As of September 30, 2024, the Adviser held 99.8% of the voting securities of the Fund.

7.	SUBSEQUENT EVENTS

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees

of XD Fund Trust and

Shareholders of XD Treasury Money Market Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of XD Treasury Money Market Fund (the “Fund”), a series of XD Fund Trust, including the schedule of investments, as of September 30, 2024, the related statement of operations, the statement of changes in net assets, and the financial highlights for the period February 12, 2024 (commencement of operations) through September 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2024, the results of its operations, the changes in its net assets, and the financial highlights for the period February 12, 2024 (commencement of operations) through September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the Fund’s auditor since 2024.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2024 by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

November 25, 2024

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Included under Item 7

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Not applicable to this reporting period.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to the Registrant.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to the Registrant.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to the Registrant.

Item 15. Submission of Matters to a Vote of Security Holders.

None

Item 16. Controls and Procedures.

(a) The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to the Registrant.

Item 18. Recovery of Erroneously Awarded Compensation.

(a) Not applicable

(b) Not applicable

Item 19. Exhibits.

(a)(1) Not applicable

(a)(2) Not applicable

(a)(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto.

(a)(4) Not applicable

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) XD Fund Trust

By (Signature and Title)

/s/ Sreevatsan Rajagopalan

Sreevatsan Rajagopalan, Principal Executive Officer/President

Date

12/6/2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)

/s/ Sreevatsan Rajagopalan

Sreevatsan Rajagopalan, Principal Executive Officer/President

Date

12/6/2024

By (Signature and Title)

/s/ Madeline Arment

Madeline Arment, Principal Financial Officer/Treasurer

Date

12/6/2024

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